2012 Registration document and annual financial report - BNP Paribas

2CORPORATEGOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany23.d Corporate governanceDevelopments in corporate governance atBNP Paribas■ The Board of Directors approved the press release regarding Jean-Laurent Bonnafé’s waiver of his contract of employment with effectfrom 1 July 2012. It approved the regulated agreement concerningJean-Laurent Bonnafé and the draft prepared on a proposal from theCorporate Governance and Nominations Committee which will besubmitted to the shareholders for ratification at the 2013 GeneralMeeting.Assessment of the Board of DirectorsImplementation of the improvements expressed during thelast assessment of the Board of Directors in 2011The main desired improvements put forward were (i) to increase theproportion of the Board’s meetings devoted to discussion, in spite offull agendas; (ii) to ask the Board’s secretariat to consider providing theDirectors with a certain number of documents (speeches or presentationsof the Chairman or Chief Executive Officer) or studies that wereparticularly relevant by secure electronic means; (iii) to make the daysorganised for new Directors open to all Directors, in order to enable themto familiarise themselves even further with the strategy of the Group’sbusiness units; and finally (iv) to have presentations at ordinary meetingsof the Board of the Bank’s key figures, focusing on strategy and key issues.Steps have been taken to satisfy these requests, while ensuring thesecurity and confidentiality of information provided to the Board andattempting not to overload meetings excessively.Assessment of the Board of Directors in 2012■ For the eleventh consecutive year, an assessment was carried outof the organisation and functioning of the Board of Directors and itsspecialised committees.■ This assessment was carried out on the basis of an anonymousquestionnaire about the Board’s organisation (independence andoperating procedures), its main areas of activity as appearing in thisreport (strategy, internal control and risk management, financialmanagement, compensation), the competence of the Board committeemembers, the relevance of the issues addressed and the quality ofreporting on their work. This year, the assessment questionnairecontained forty-six questions, each with a scale of ratings and coveringten different topics. Overall, the assessment was very satisfactory, andthe areas for attention pointed out last year had been the subject ofvisible improvement measures.The areas of improvement related to the quality of three areas:■■■the Board’s training and information and the access to Directorswho were not corporate officers;the time devoted to understanding operational risks and thoseassociated with compliance;how long before meetings of the Board and Committeesdocumentation was provided.This year, the questionnaire was supplemented by a series of individualinterviews.Assessment of Directors – Changes in the membershipof the Board and its specialised committees■ As part of the process described above, the Board assessed theindependence of the Directors in light of the requisite personalqualities defined in 2010 (competence, courage, availability and affectiosocietatis) and the competence of the Board committee members. Itdiscussed proposals for changes to its membership to be put to thevote at the Annual Shareholders’ Meeting.■ Following Claude Bébéar’s decision not to seek the renewal of histerm of office as Director at the Annual Shareholders’ Meeting of23 May 2012, the Board of Directors proposed that the shareholdersappoint Pierre André de Chalendar for a term of three years. It alsoproposed that they re-elect Laurence Parisot, Denis Kessler and MichelPébereau.The Corporate Governance, and Nominations Committee appointedMichel Pébereau as its Chairman to replace Claude Bébéar.Report of the Chairman■ The Board of Directors approved this report by the Chairman on themanner of preparation and organisation of the work of the Board andon the internal control procedures implemented by BNP Paribas.3.e CompensationDirectors’ compensation■ Directors who are not members of the Group (1) do not receive anycompensation from BNP Paribas other than Directors’ fees.■■■■By way of compensation for their activity on the Board of Directors,fees allocated to the Directors comprise a fixed component and avariable component based on attendance at Board meetings.At the joint proposal of the Corporate Governance and NominationsCommittee and Compensation Committee, the Board of Directorsdecided to increase the fixed component of Directors’ fees fromEUR 14,864 to EUR 17,000, and from EUR 22,296 to EUR 25,500 forforeign Directors, with effect from 2013. In order to take account ofthe particular constraints they face, Board members residing abroadare paid 1.5 times the fixed portion of Directors’ fees.The variable component of Directors’ fees is calculated on the basisof EUR 2,123.43 per scheduled meeting (7 per year). In the eventof an exceptional Board meeting, each Director present receives anadditional fee on that basis plus 75%.Directors do not receive any fees for attending the strategic seminar.(1) The Directors who are members of the Group are Jean-Marie Gianno (until 15 February 2012) then Thierry Mouchard (from 16 February 2012), Nicole Misson (from 16 February 2012),Baudouin Prot, Jean-Laurent Bonnafé and Michel Pébereau.522012 Registration document and annual financial report - BNP PARIBAS